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                               UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 Form 10-Q
                                 (Mark One)



|X|  Quarterly  Report  Pursuant  to Section 13 or 15(d) of the  Securities
     Exchange Act of 1934

For the period ended July 31, 1997

|_|  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the transition period from                      to

Commission file number           1-10870
                                 -------


                               BIOWHITTAKER, INC.
                             ------------------
           (Exact name of Registrant as specified in its charter)



              Delaware                                     95-3917176
              --------                                     ----------
    (State or other Jurisdiction of                    (I.R.S. Employer
     Incorporation or Organization)                    Identification No.)



8830 Biggs Ford Road, Walkersville, Maryland              21793-0127
--------------------------------------------              ----------
     (Address of Principal Executive Offices)              (zip code)


                               (301) 898-7025
                               --------------
            (Registrant's telephone number, including area code)



     Indicate  by check  whether  the  registrant:  (1) has  filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                                      |X|    Yes      |_|  No

     The number of shares  outstanding of the Registrant's  only class of common
stock as of July 31, 1997 was 10,760,866.

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Part I. Financial Information
     Item 1. Financial Statements

                               BIOWHITTAKER, INC.
                     CONSOLIDATED STATEMENTS OF INCOME
               (Dollars in thousands, except per share data)

                                       For the Three Months  For the Nine Months
                                          Ended July 31,        Ended July 31,
                                          --------------        --------------
                                        1997         1996     1997         1996
                                        ----         ----     ----         ----


Sales...............................  $ 14,322   $ 12,253   $ 42,254   $ 37,724
Costs and expenses
  Cost of sales.....................     7,147      6,169     21,289     19,834
  Research and development..........       745        704      2,140      1,938
  Selling, general and administrative    3,894      3,398     11,717     10,429
                                         -----      -----     ------     ------
                                        11,786     10,271     35,146     32,201
                                        ------     ------     ------     ------

Income From Operations..............     2,536      1,982      7,108      5,523

Other (income)/expenses
  Purchased research and development        --         --         --      4,000
  Litigation expenses...............        --      3,500         --      3,500
  Gain on sale of product line......        --         --         --     (1,322)
  Legal settlement..................      (315)        --       (315)        --
  Other income......................       (91)       (91)      (272)      (272)
  Interest..........................       (12)        67         35        226
  Loss/(Gain) on foreign currency
    transaction ....................       (11)       (37)         2         (9)
                                           ---        ---          -         --
-----                                     (429)     3,439       (550)     6,123
                                          ====      =====       ====      =====

Income/(Loss) Before Income Taxes...     2,965     (1,457)     7,658       (600)
Provision for income taxes..........     1,046       (547)     2,772        902
                                         -----       ----      -----        ---

Net Income/(Loss)...................   $ 1,919    $  (910)   $ 4,886   $ (1,502)
                                       =======    =======    =======   ========

Net Income/(Loss) Per Share.........   $  0.17    $ (0.08)   $  0.45   $  (0.14)
                                       =======    =======    =======   ========

Average common and common equivalent
    shares outstanding (in thousands)   11,021     10,759     10,944     10,759
                                        ======     ======     ======     ======





Unaudited
See Notes to Consolidated Financial Statements






                                     2


<PAGE>



                               BIOWHITTAKER, INC.
                        CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

                                                July 31,       October 31,
                                                  1997             1996
                                                --------         --------

ASSETS

CURRENT ASSETS
Cash and cash equivalents.....................   $    3,441   $     701
Accounts receivable...........................        7,663       8,623
Other receivables.............................          608       1,233
Inventories...................................       23,093      21,114
Prepaid expenses..............................        2,232       1,687
Deferred income taxes ........................           61         119
                                                 ----------   ---------
 Total Current Assets.........................       37,098      33,477
                                                 ----------   ---------

PROPERTY, PLANT AND EQUIPMENT.................       34,851      33,595
Less accumulated depreciation and amortization       18,088      16,808
                                                 ----------   ---------
                                                     16,763      16,787

INTANGIBLE ASSETS............................        13,863      12,511
Less accumulated amortization.................        2,597       1,698
                                                  ---------   ---------
                                                     11,266     10,813

OTHER ASSETS..................................           80          78
                                                  ---------   ---------
                                                  $  65,207   $  61,155
                                                  =========== =========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Notes payable.................................    $      --   $     300
Current portion of long-term debt.............          512         291
Accounts payable..............................        3,874       3,857
Accrued liabilities...........................        5,337       6,483
Income taxes payable..........................        1,076         321
                                                  ---------    --------
 Total Current Liabilities....................       10,799      11,252
                                                  ---------    --------

LONG-TERM DEBT................................        1,345       1,443
                                                  ---------    --------
DEFERRED INCOME TAXES.........................        1,378       1,669
                                                  ---------    --------

STOCKHOLDERS' EQUITY
Common stock..................................          108         108
Additional paid-in capital....................       26,397      26,389
Retained earnings.............................       25,199      20,313
Translation adjustment........................          (19)        (19)
                                                  ----------  ----------
     Total Stockholders' Equity...............       51,685      46,791
                                                  ---------   ---------
                                                  $  65,207    $ 61,155
                                                   =========   ========

July 31, 1997 - Unaudited
See Notes to Consolidated Financial Statements


                                     3



                               BIOWHITTAKER, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                                         For the Nine Months
                                                            Ended July 31,
                                                            --------------
                                                          1997         1996
                                                          ----         ----
OPERATING ACTIVITIES
Net income/(loss) ..................................   $  4,886    $ (1,502)
Adjustments to reconcile net income/(loss) to net
   cash provided by operating activities:
   Depreciation and amortization ...................      2,874       2,606
   Purchased research and development ..............       --         4,000
   Gain on sale of product line ....................       --        (1,322)
   Legal settlement ................................       (315)       --
   Deferred income taxes ...........................       (233)       (754)
   Loss on disposal of property, plant and equipment         16          53
   Changes  in  operating  assets  and  liabilities,  
     excluding  the  affect of acquisitions:
     Accounts receivable ...........................        960       2,009
     Inventories ...................................     (1,979)       (213)
     Prepaid expenses and other assets .............       (128)     (1,149)
     Prepaid royalty ...............................       (375)     (1,294)
     Accounts payable and accrued liabilities ......       (374)        (95)
                                                           ----         ---
   Net Cash Provided by Operating Activities .......      5,332       2,339
                                                          -----       -----
INVESTING ACTIVITIES
Purchases of property, plant and equipment .........     (1,967)     (2,085)
Proceeds from sale of product line .................        581      12,281
Purchase of Clonetics, net of cash received ........       --        (8,226)
Purchases of other businesses ......................       --        (1,039)
                                                          -----      ------
   Net Cash (Used in)/Provided by Investing Activities   (1,386)        931
                                                         ------      ------

FINANCING ACTIVITIES
Net borrowings/(repayments)payments of notes payable .     (300)        400
Payment of long-term debt ..........................       (562)     (3,425)
Other ..............................................       (344)        (54)
                                                         -------     -------
   Net Cash Used in Financing Activities ...........     (1,206)     (3,079)
                                                         ------     -------
   Net Change In Cash and Cash Equivalents .........      2,740         191
   Cash and Cash Equivalents At Beginning Of Year ..        701         359
                                                        -------    --------
   Cash and Cash Equivalents At End Of Period ......   $  3,441    $    550
                                                       ========    ========
Supplemental  disclosure of cash flow  information: 
    Cash paid during the period for:
     Interest ......................................   $    182    $    285
                                                       ========    ========
     Income taxes ..................................   $  2,148    $  2,852
                                                       ========    ========

Notes

          1.   In connection  with the acquisition of all of the common stock of
               Clonetics  Corporation  for $8,733 in cash, the Company  acquired
               assets with a value of $8,236,  assumed liabilities of $3,503 and
               expensed $4,000 of purchased research and development.

Unaudited
See Notes to Consolidated Financial Statements

                                       4

<PAGE>



                               BIOWHITTAKER, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (Dollars in Thousands, Except Per Share Data)


     Basis of Presentation:  The accompanying  unaudited  consolidated financial
statements have been prepared in accordance with generally  accepted  accounting
principles for interim  financial  information and with the instructions to Form
10-Q and Article 10 of Regulation S-X.  Accordingly,  they do not include all of
the  information  and  footnotes  required  by  generally  accepted   accounting
principles for complete financial statements. In the opinion of management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been  included.  Operating  results for the nine months
ended July 31, 1997 are not  necessarily  indicative  of the results that may be
expected for the year ending October 31, 1997. For further information, refer to
the  consolidated  financial  statements and footnotes  thereto  included in the
Annual Report on Form 10-K for the year ended October 31, 1996 for BioWhittaker,
Inc. and its subsidiaries ("the Company" or "BioWhittaker").

     Reclassifications:   Certain  prior  years'  amounts  in  the  Consolidated
Financial Statements have been reclassified to conform to the 1997 presentation.

     Net Income Per Share:  Net income per share is  computed  by  dividing  net
income by the weighted  average  number of common and common  equivalent  shares
outstanding. Common equivalent shares include the dilutive effect of outstanding
stock purchase  options and Anasco's right to maintain its aggregate  percentage
voting  interest in the Company  calculated,  in each case,  under the  treasury
stock  method.  Net income per share  determined on a fully diluted basis is not
materially different from the primary net income per share presented.

     In February 1997, the Financial Accounting Standards Board issued Statement
No. 128 Earnings per Share, which is required to be adopted in fiscal year 1998.
At that time,  the Company will be required to change the method  currently used
to compute  earnings per share and to restate all prior  periods.  Under the new
requirements  for calculating  basic earnings per share,  the dilutive effect of
stock options will be excluded.  The impact of Statement 128 on the  calculation
of basic and fully diluted earnings per share is not expected to be material.

   Inventories: Inventories consisted of the following:
                                                    July 31,   October 31,
                                                      1997         1996
                                                      ----         ----
   Raw material...........................         $  4,754      $ 4,050
   Work in process........................            8,306        7,323
   Finished goods.........................           10,033        9,741
                                                   --------     --------
                                                   $ 23,093     $ 21,114
                                                    =======     ========





                                       5

<PAGE>



Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
       FINANCIAL CONDITION.

Overview

     The  discussion  below contains  certain  forward-looking  statements  that
involve risks and  uncertainties  concerning the future Results of Operations of
BioWhittaker,  Inc. Actual results could differ materially from those discussed.
In evaluating such statements, readers should specifically consider risk factors
identified  under the  caption  "Factors  Affecting  Future  Operating  Results"
contained in the Company's  annual report on Form 10-K for the fiscal year ended
October 31, 1996.  Readers should also consider the information  contained under
the caption "Recent Developments".

Results of Operations

Revenue Summary

     BioWhittaker's  sales are derived from three principal  product lines; cell
culture products,  endotoxin  detection products and clinical diagnostic testing
products.  Sales for the three  month and nine month  periods  ended July 31 are
shown in the following table:


                                               Three Months        Nine Months
                                              Ended July 31,      Ended July 31,
                                              --------------      --------------
                                              1997     1996      1997      1996
                                              ----     ----      ----      ----
                                                       (In thousands)

   Cell culture products...............    $ 9,452   $ 7,096   $27,300  $20,952
   Endotoxin detection products........      3,837     3,295    11,590   10,004
   Clinical diagnostic testing products      1,033     1,862     3,364    6,768
                                           -------   -------   -------  -------
   Total sales ........................    $14,322   $12,253   $42,254  $37,724
                                           =======   =======   =======  =======

     Comparison of the first nine months of fiscal 1997 to the first nine months
of fiscal 1996.

     Sales for the first nine  months of fiscal 1997 of $42.3  million  exceeded
sales in the comparable fiscal period of fiscal 1996 by $4.5 million, or 12.0%.

     Cell  culture  product  sales  increased  by $6.3  million,  or 30.3%,  due
primarily to an additional $3.2 million in sales of Clonetics  products,  higher
prices for certain cell  cultures  sold to a large  customer and to higher sales
volume for cell culture media and fetal bovine serum products.

     Endotoxin  detection product sales increased by $1.6 million, or 15.9%, due
to increased  sales volume in all of the Company's  test  formats.  This rate of
increase is higher than expected  because of a change in order  patterns for the
Company's European distributors. Sales for the fourth quarter are expected to be
equal to, or slightly  less than,  sales for the fourth  quarter of fiscal 1996.
Growth in  subsequent  quarters  is  expected  to resume at an annual  rate more
closely resembling that of the most recent fiscal year.

     Clinical  diagnostic  testing product sales  decreased by $3.4 million,  or
50.3%,  $1.6  million  of which was due to the sale of the EIA and FIAX  Product
Lines and $1.2 million due to the completion in the third quarter of fiscal 1996
of a  contract  to  produce  botulinum  antitoxin.  In  addition,  sales for the
Company's allergy detection products declined $0.4 million primarily as a result
of increased  competition.  The Company  expects  sales for allergy  products to
continue to decline at similar rates for the foreseeable future.



                                      6

<PAGE>



     Gross  margins were 49.6% of sales for the first nine months of fiscal 1997
compared  to 47.4%  during  the  comparable  period  of fiscal  1996  reflecting
proportionally  higher  margins  associated  with Clonetics  products,  improved
margins due to higher  sales prices for certain  cell  cultures  sold to a large
customer and to improved manufacturing efficiencies.

     Research and development expenses increased from $1.9 million for the first
nine  months of fiscal  1996 to $2.1  million for the same period of fiscal 1997
primarily as a result of increased development efforts for Clonetics products.

     Selling,  general and administrative  expenses increased from $10.4 million
for the first nine months of fiscal 1996 to $11.7 million for the same period of
fiscal 1997  primarily  as a result of higher  selling  expenses  for  Clonetics
products.

     "Other Income" is comprised of payments received from Boehringer  Ingelheim
for technology assistance under the terms of its agreement with the Company.

     For fiscal 1997, "Legal settlement"  represents the gain, before the effect
of taxes,  of the  settlement of an appeal  pending in the Company's  litigation
with Minnesota Mining and Manufacturing Inc. ("3M") concerning  disputes arising
from the 1991  acquisition  by the Company of 3M's  allergy  diagnostic  testing
product line.

     For fiscal  1996,  "Purchased  research  and  development"  represents  the
expensing  of  in-process  research  and  development  acquired as a part of the
purchase of Clonetics. "Litigation expenses" include a one-time pretax charge to
earnings for costs  associated with the Company's  unsuccessful  lawsuit against
3M. "Gain on the sale of product line" represents the gain, before the effect of
taxes, as a result of the sale of the EIA and FIAX Product Lines.

     "Provision  for income taxes" as a percentage of Income Before Income Taxes
was 36.2% for the first nine months of fiscal 1997. For the first nine months of
fiscal 1996, the  "Provision  for income taxes"  reflects the lack of income tax
benefit  associated with the expensing of purchased research and development and
favorable  treatment  of the gain  associated  with  the  sale of the  Company's
diagnostic  test kit  business.  Before  the effect of these  transactions,  the
"Provision  for income  taxes" as a percentage of Income Before Income Taxes was
34.0% and reflects the application of lower tax rates to the income of Clonetics
for the first nine months of fiscal 1996.

     Comparison  of the third  quarter  of fiscal  1997 to the third  quarter of
fiscal 1996.

     Sales for the third quarter of fiscal 1997 of $14.3 million  exceeded sales
in the comparable fiscal period of fiscal 1996 by $2.1 million, or 16.9%.

     Cell  culture  product  sales  increased  by $2.4  million,  or 33.2%,  due
primarily to a 55.5% increase in sales of Clonetics products to $2.5 million, to
higher sales volume for fetal bovine serum and cell culture  media and to higher
prices for certain cell cultures sold to a large customer.

     Endotoxin  detection product sales increased by $0.5 million, or 16.4%, due
to  increased  sales  volume.  Sales for the third  quarter of fiscal  1997 were
impacted by higher then expected sales to the Company's European distributors as
a result in changes in order patterns. Sales for the fourth quarter are expected
to be equal to, or slightly  less than,  sales for the fourth  quarter of fiscal
1996. Growth in subsequent quarters is expected to resume at an annual rate more
closely resembling that of the most recent fiscal year.



                                      7

<PAGE>



     Clinical  diagnostic  testing product sales  decreased by $0.8 million,  or
44.5%,  primarily due to the  completion in fiscal 1996 of a contract to produce
botulinum  antitoxin  and to  lower  sales  volume  for  the  Company's  allergy
detection products,  primarily as a result of increased competition. The Company
expects clinical diagnostic testing product sales to continue to decline for the
foreseeable future.

     Gross  margins  were 50.1% of sales for the third  quarter  of fiscal  1997
compared  to 49.7%  during  the  comparable  period  of fiscal  1996  reflecting
improved  manufacturing  efficiencies  and improved  margins due to higher sales
prices for certain cell cultures sold to a large customer.

     Research and development  expenses of $0.7 million for the third quarter of
fiscal 1997 were  essentially  the same as those for the third quarter of fiscal
1996.

     Selling,  general and  administrative  expenses increased from $3.4 million
for the third  quarter of fiscal  1996 to $3.9  million  for the same  period of
fiscal 1997 primarily as a result of higher compensation expenses and for higher
selling expenses for Clonetics products.

     "Other Income" is comprised of payments received from Boehringer  Ingelheim
for technology assistance under the terms of its agreement with the Company.

     For fiscal 1997, "Legal settlement"  represents the gain, before the effect
of taxes,  of the  settlement  of an appeal  pending in the  Company's  on-going
litigation with 3M concerning  disputes arising from the 1991 acquisition by the
Company of 3M's allergy diagnostic testing product line.

     For fiscal 1996,  "Litigation expenses" include a one-time pretax charge to
earnings for costs  associated with the Company's  unsuccessful  lawsuit against
3M.

     "Provision  for income taxes" as a percentage of Income Before Income Taxes
was  35.2%  for  the  third  quarter  of  fiscal  1997.  Before  the  effect  of
non-recurring  items, the "Provision for income taxes" as a percentage of Income
Before  Income  Taxes  was  32.6%  for the  third  quarter  of  fiscal  1996.The
difference  reflects  primarily the application of lower tax rates to the income
of Clonetics for the third quarter of fiscal 1996.

Liquidity and Financial Condition

     During the first nine  months of fiscal  1997,  the  Company  financed  its
operations,  capital  expenditures and product development  activities with cash
provided by  operations.  For the first nine  months of fiscal  year 1997,  cash
increased by $2.7 million.  The Company's operating  activities provided cash of
$5.3 million for the same period.

     Total  current  assets of $37.1  million at July 31, 1997 were $3.6 million
higher than total current assets of $33.5 million at October 31, 1996, primarily
as a result of  increased  cash on hand and  higher  inventories  for  endotoxin
detection  products.  These  increases  were  slightly  offset by a decrease  in
accounts  receivable.  Total  current  liabilities  at July 31,  1997 were $10.8
million compared to $11.3 million at October 31, 1996.

     The  Company's  investing  activities  consumed cash of $1.4 million in the
first  nine  months of  fiscal  1997,  primarily  as a result  of  purchases  of
property,  plant and equipment  totaling $2.0 million,  offset by the receipt of
$0.6 million in certain deferred payments as a result of the sale of the EIA and
FIAX Product Lines. The Company's  investing  activities  generated cash of $0.9
million in the first nine months of fiscal 1996, primarily due to the receipt of
$12.3 million in proceeds from the sale of its EIA and FIAX Product Lines offset
by the use of $8.2 million to acquire  Clonetics.  Purchases of property,  plant
and equipment totaled $2.1 million for the first nine months of fiscal 1996.

                                      8

<PAGE>



     Financing  activities  consumed cash of $1.2 and $3.1 million for the first
nine months of fiscal years 1997 and 1996 respectively, reflecting primarily the
repayment of amounts outstanding under the Company's various debt facilities.

     At July 31, 1997, the Company's principal short-term cash requirements were
to fund the Company's  normal  working  capital needs,  consisting  primarily of
inventories and receivables, and to fund capital expenditures. At July 31, 1997,
the Company had outstanding  capital  commitments of approximately  $1.1 million
and $9.0 million was available under the terms of the Company's revolving credit
facility.

Recent Developments

     On August 25, 1997,  the Company  announced that it had signed a definitive
merger agreement pursuant to which Cambrex Corporation  ("Cambrex"),  has agreed
to acquire the Company for $11.625 per share.  A copy of the  Agreement and Plan
of Merger among Cambrex, BW Acquisition  Corporation,  a wholly-owned subsidiary
of Cambrex, and the Company,  dated August 22, 1997, (the "Merger Agreement") is
filed as an exhibit to this Report and is incorporated herein by reference.

     In  accordance  with  the  Merger  Agreement  and  pursuant  to an Offer to
Purchase to all  stockholders  of the Company,  Cambrex  commenced on August 28,
1997,  a tender  offer for 100% of the  outstanding  Common Stock of the Company
(the "Offer").  A copy of the Offer to Purchase by BW  Acquisition  Corporation,
dated August 28, 1997, is filed as an exhibit to this Report and is incorporated
herein by  reference.  Assuming  that the Offer is  consummated,  any shares not
tendered  in the Offer will be cashed out for  $11.625  per share in a statutory
merger,  giving the transaction a total value of  approximately  $130.9 million.
The Offer expires on September 25, 1997,  unless it is extended by Cambrex.  The
Offer is conditioned upon, among other things,  the tender of a number of shares
of Common Stock of the Company  which,  with the shares of stock  issuable  upon
exercise of options held by the Selling Stockholders as defined below, equals in
excess of 50% of all outstanding shares, on a fully-diluted basis as of the date
of purchase of the shares and on the  expiration of any waiting period under the
Hart-Scott-Rodino  Antitrust  Improvements Act of 1976, as amended. In the event
of  termination of the Merger  Agreement,  under certain  circumstances  Cambrex
would be entitled to a termination  fee of $4.125 million and the  reimbursement
of certain expenses in an aggregate amount not to exceed $1.2 million.

     As a condition to Cambrex's  entering  into the Merger  Agreement,  Cambrex
required Anasco GmbH and Messrs. Alibrandi, Buterbaugh, Winkler, Rohrer, Staples
and Olsen,  each an  executive  officer  and/or  director of the  Company  (with
Anasco,  the  "Selling  Stockholders")  to enter  into  substantially  identical
stockholder agreements (the "Stockholders Agreement") covering substantially all
the  shares of Common  Stock  owned  beneficially  by each of the  stockholders,
including  all shares  issuable upon exercise of the options held by such person
(the "Shares").  The Shares comprise  3,716,443 shares (including 910,928 shares
issuable upon exercise of stock options) or approximately 31.1% of the aggregate
shares of Common Stock  outstanding  on a fully diluted  basis.  Pursuant to the
terms of the Stockholders Agreement, the Selling Stockholders have agreed, among
other  things,  to tender  their  Shares in the  Offer,  to vote in favor of the
Merger and  otherwise  to support the  transactions  contemplated  by the Merger
Agreement.  A copy of the forms of  Stockholders  Agreement  with the  executive
officers and  directors and with Anasco are filed as exhibits to this Report and
are incorporated herein by reference.


                                      9

<PAGE>




     The  Board  of  Directors  of the  Company  has  unanimously  approved  the
transactions   contemplated  by  the  Merger  Agreement.   Alex.  Brown  &  Sons
Incorporated,  the Company's  financial  advisor,  has delivered to the Board of
Directors a written  opinion to the effect that,  as of the date of such opinion
and based upon and subject to certain  matters stated  therein,  the $11.625 per
share cash  consideration  to be received in the Offer and the Merger by holders
of Company Common Stock (other than Cambrex and its affiliates) was fair, from a
financial point of view, to such holders.

     On August 28, 1997 Cambrex and the Company  filed with the  Securities  and
Exchange  Commission  information  about  the  Offer on a  Schedule  14D-1 and a
Solicitation/Recommendation  Statement  reflecting  the  recommendation  of  the
Company's  Board of  Directors  on a  Schedule  14D-9  (the  "Schedule  14D-9"),
respectively. The Schedule 14D-9 contains a summary of the proposed transactions
that is qualified in its  entirety by reference to the Merger  Agreement  and to
the  Stockholders  Agreement.  The  relevant  portion of the  Schedule  14D-9 is
attached hereto as an exhibit and incorporated herein by reference.






                                      10

<PAGE>



                               BIOWHITTAKER, INC.
                           PART II. OTHER INFORMATION



Item 1. Legal Proceedings.

     In May 1997, the Company  entered into a Settlement  Agreement with respect
to its lawsuit against Minnesota Mining and Manufacturing Company ("3M") arising
out of the 1991 purchase from 3M of its allergy diagnostic  business.  Under the
agreement,  the Company dismissed its appeal and 3M agreed to waive a payment of
a future  installment of the deferred  purchase price payable as a result of the
1991 acquisition.


Item 6.  Exhibits and Reports on Form 8-K.

       (a) Exhibits

          10.20Agreement  and  Plan of  Merger  among  Cambrex,  BW  Acquisition
               Corporation,  a  wholly-owned  subsidiary  of  Cambrex,  and  the
               Company,  dated  August 22, 1997  (incorporated  by  reference to
               Exhibit 2 to the  Schedule  14D-9 of the Company  filed on August
               28, 1997).

          10.21Offer to Purchase by BW Acquisition  Corporation,  a wholly-owned
               subsidiary  of  Cambrex   Corporation,   dated  August  28,  1997
               (incorporated  by reference to Exhibit 1 to the Schedule 14D-9 of
               the Company filed on August 28, 1997).

          10.22Form of Stockholders  Agreement by and among Cambrex Corporation,
               BW Acquisition  Corporation and certain officers and directors of
               the Company  (incorporated  by  reference  to Exhibit 8(a) to the
               Schedule 14D-9 of the Company filed on August 28, 1997).

          10.23Form of Stockholders  Agreement by and among Cambrex Corporation,
               BW  Acquisition  Corporation  and Anasco  GmbH  (incorporated  by
               reference to Exhibit  8(b) to the  Schedule  14D-9 of the Company
               filed on August 28, 1997).

          10.24Pages 1 through  22 of  Schedule  14D-9 of the  Company  filed on
               August 28, 1997 (filed herewith).

          11.  Statement  regarding  Computation of Per Share Net Income for the
               three months and nine months ended July 31, 1997.

         27.   Financial Data Schedule

       (b) Reports on Form 8-K:

         No  reports on Form 8-K were filed  during the  quarter  ended July 31,
1997.





                                      11

<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                            BIOWHITTAKER, INC.


Date:     September 11, 1997           By         /S/PHILP L. ROHRER, JR.
      ---------------------------         -------------------------------
                                          Philip L. Rohrer, Jr., Vice President
                                               (Principal Financial Officer)




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<PAGE>



                               BIOWHITTAKER, INC.
                                  EXHIBIT INDEX

                                                                    Sequentially
Exhibit No.                Description                          Numbered Page
-----------                -----------                          -------------

11                         Computation of Per Share Net Inco         14

27                         Financial Data Schedule                   15

10.24                      Pages 1 through 22 of Schedule            16
                          14D-9 of the Company filed on
                                 August 28, 1997



                                      13

<PAGE>






                                                                      Exhibit 11

                               BIOWHITTAKER, INC.
                       COMPUTATION OF PER SHARE NET INCOME
                  (Dollars in thousands, except per share data)




                                      For the Three Months  For the Nine Months
                                         Ended July 31,        Ended July 31,
                                         --------------        --------------
                                        1997        1996      1997        1996
                                        ----        ----      ----        ----

Earnings

Net income/(loss) .................       $ 1,919   $  (910)   $ 4,886  $(1,502)
                                          =======    =======   =======  =======

Average Common and Common Equivalent
    Shares (in 000)

Weighted average number of common
    shares outstanding .............       10,761   10,759     10,760   10,759


Common equivalent shares:

   Stock options included under
      treasury stock method ........         237       --        162       --

   Proportional interest rights of
      Anasco GmbH ..................          23       --         22       --


Total ..............................       11,021    10,759    10,944    10,759
                                           ------    ------    ------    ------

Net Income/(Loss) Per Share.........      $  0.17   $ (0.08)  $  0.45    $(0.14)
                                          =======   =======   =======    ======





Unaudited

     Note:Net  income  per  share  determined  on a fully  diluted  basis is not
          materially different from primary net income per share shown above.


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